NAGACORP LTD. * (incorporated in the Cayman Islands with limited liability)

Transcription

1 Not for publication, distribution or release in the United States (as defined in Regulation S of the U.S. Securities Act of 1933, as amended), the United Kingdom, Japan and Singapore. The capitalised terms used herein shall unless the context requires otherwise have the same meanings as defined in the prospectus (the Prospectus ) of NagaCorp Ltd. (the Company ) dated 6th October, This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. The Stock Exchange of Hong Kong Limited (the Stock Exchange ) and Hong Kong Securities Clearing Company Limited ( HKSCC ) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. NAGACORP LTD. * (incorporated in the Cayman Islands with limited liability) LISTING ON THE MAIN BOARD OF THE STOCK EXCHANGE OF HONG KONG LIMITED BY WAY OF PLACING AND PUBLIC OFFER Number of Offer Shares : 500,000,000 Shares (subject to the Over-allotment Option) Number of Placing : 450,000,000 Shares (subject to reallocation and Shares the Over-allotment Option) Number of Public Offer : 50,000,000 Shares (subject to reallocation) Shares Offer Price : Not more than HK$1.60 per Offer Share (payable in full on application plus brokerage of 1%, an SFC transaction levy of 0.005% and a Stock Exchange trading fee of 0.005%) Nominal value : US$ each Stock code : 3918 R8.09(1) PN18(4.2) PN18(4.2) App 1A(15)(2) (a)(c) App 1A(23)(1) 3rd Sch(9) Sponsor and Arranger KIM ENG Joint Lead Managers 1

2 Co-Lead Managers First Shanghai Securities Limited Underwriters Taiwan Securities (Hong Kong) Company Limited VC Brokerage Limited Application has been made by the Company to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the shares of US$ each in the share capital of the Company (the Shares ) in issue and to be issued as described in the Prospectus and the Application Forms relating thereto, including any Shares which may fall to be issued upon the exercise of the Over-allotment Option and any Shares to be issued pursuant to the exercise of the options which may be granted under the Share Option Scheme. Dealings in the Shares on the Stock Exchange are expected to commence at 9:30 a.m. on 19th October, Subject to the granting of the listing of, and permission to deal in, the Shares on the Main Board of the Stock Exchange, as well as compliance with the stock admission requirements of HKSCC, the Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Shares on the Stock Exchange or any such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second business day after any trading day. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Applicants under the Public Offer should pay, on application, the maximum Offer Price of HK$1.60 per Public Offer Share plus 1% brokerage, 0.005% Stock Exchange trading fee and 0.005% SFC transaction levy. The Offer Price is expected to be fixed between the Company and the Joint Lead Managers (for and on behalf of the Underwriters) at the Price Determination Time, which is scheduled to be at or before 5:00 pm on 11th October, 2006 and in any event not later than 5:00 p.m. on 12th October, If the Offer Price is not agreed between the Company and the Joint Lead Managers (for and on behalf of the Underwriters) at the Price Determination Time, the Share Offer will not become unconditional and will lapse. The Offer Price will not be more than HK$1.60 and is currently not expected to be lower than HK$1.25 per Offer Share. Prospective investors should be aware that the Offer Price to be determined at or before the Price Determination Time may be, but is not expected to be, lower than the indicative price range stated in the Prospectus. The Joint Lead Managers (for and on behalf of the Underwriters, and with the consent of the Company) may reduce the indicative price range as stated in the Prospectus at any time prior to the morning of the last day for lodging applications under the Public Offer on 11th October, In such case, an announcement of the reduction in indicative price range will be published in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) not later than the morning of the last day for lodging applications under the Public Offer on 11th October, If applications for Public Offer Shares have been submitted prior to the day which is the last day for lodging applications under the Public Offer, then even if the Offer Price is so reduced, such applications cannot subsequently be withdrawn. (Project Game) (user: yck) 2

3 The Share Offer of 500,000,000 Offer Shares comprises the Placing of initially 450,000,000 Placing Shares to professional, institutional and other investors and the Public Offer of initially 50,000,000 Public Offer Shares to members of the public in Hong Kong. The allocation of the Offer Shares between the Placing and the Public Offer is subject to reallocation. If the Public Offer is not fully subscribed, Kim Eng Securities may, in its absolute discretion, reallocate all or any of the unsubscribed Public Offer Shares originally included in the Public Offer to the Placing (or vice versa, as appropriate) in such proportion and manner as they consider appropriate. In addition, Kim Eng Securities has the discretion to reallocate Offer Shares from the Placing to the Public Offer to satisfy valid applications under the Public Offer. For allocation purposes only, the total number of Public Offer Shares initially available for public subscription under the Public Offer (taking into account any adjustment of Offer Shares between the Placing and the Public Offer referred to above) will be divided equally into two pools: pool A comprising 25,000,000 Public Offer Shares and pool B comprising 25,000,000 Public Offer Shares. The Public Offer Shares in pool A will be allocated on an equitable basis to successful applicants who have applied for Public Offer Shares with a total subscription amount (excluding SFC transaction levy, Stock Exchange trading fee and brokerage payable thereon) of HK$5 million or less. The Public Offer Shares in pool B will be allocated on an equitable basis to successful applicants who have applied for Public Offer Shares with a total subscription amount (excluding SFC transaction levy, Stock Exchange trading fee and brokerage payable thereon) of more than HK$5 million and up to the total value of pool B. Applicants should be aware that applications within the same pool, as well as between different pools, are likely to receive different allocation ratios. Where one of the pools is undersubscribed and the other pool is oversubscribed, the surplus Public Offer Shares from the undersubscribed pool will be transferred to the other pool to satisfy excess demand in the oversubscribed pool and be allocated accordingly. Applicants can only apply to receive an allocation of Public Offer Shares in either pool A or pool B but not in both pools. No applications will be accepted from investors applying for more than the total number of Public Offer Shares originally allocated to each pool. Multiple applications or suspected multiple applications within either pool or between pools will be rejected. Multiple or suspected multiple applications and any application on a WHITE or YELLOW Application Form for more than 50% of the total number of the Public Offer Shares initially made available for subscription (that is, 25,000,000 Public Offer Shares) under the Public Offer will be rejected and only one application on a WHITE or YELLOW Application Form may be made for the benefit of any person. In addition, applicants are required to undertake and confirm that they or the relevant beneficial owner(s) have not received or applied for and will not receive or apply for any Placing Shares under the Placing. Applications where cheques or banker s cashier orders are dishonoured upon first presentation are liable to be rejected. When there is over-subscription under the Public Offer, allocation of the Public Offer Shares will be based on the level of valid applications received under the Public Offer. The basis of allocation may vary, depending on the number of the Public Offer Shares validly applied for by the applicants in each of pool A and pool B, but subject to that will be made strictly on a pro rata basis, which may, where appropriate, involve balloting under which some applicants may be allotted more Public Offer Shares than others who have applied for the same number of the Public Offer Shares, and those who are not successful in the ballot may not receive any Public Offer Shares. 3

4 In connection with the Share Offer, Kim Eng Securities, or any person acting for it may over-allocate or effect any other transactions to enable it to satisfy any over-allocation with a view to stabilising or supporting the market price of the Shares at a level higher than that which might otherwise prevail in the open market for a limited period after the Listing Date. However, there is no obligation on Kim Eng Securities, or any person acting for it to conduct any such stabilising action. Such stabilisation action may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules, as amended, made under the SFO. Such stabilisation, if commenced, will be conducted at the absolute discretion of Kim Eng Securities and may be discontinued at any time, and is required to be brought to an end within 30 days of the last day for the lodging of applications under the Public Offer. The details of the intended stabilisation and how it will be regulated under the SFO are contained in the Prospectus. In connection with the Placing, Kim Eng Securities is granted the Over-allotment Option which is exercisable no later than 30 days after the last day for the lodging of applications under the Public Offer subject to the terms of the Underwriting Agreement to require the Company to allot and issue, at the Offer Price, up to and not more than an aggregate of 75,000,000 additional Shares, representing 15% of the Shares initially offered under the Share Offer, solely to cover over-allocations in the Placing, if any. In the event that the Over-allotment Option is exercised, the Company will issue a separate announcement. Applications for the Public Offer Shares will only be considered on the basis of the terms and conditions of the Prospectus and the related Application Forms. Applicants who would like to be allotted the Public Offer Shares in their own names should complete and sign the WHITE Application Forms. Applicants who would like to have the allotted Public Offer Shares issued in the name of HKSCC Nominees Limited and deposited directly into CCASS for the credit of their CCASS investor participant stock accounts or the stock accounts of their designated CCASS participants maintained in CCASS should complete and sign the YELLOW Application Forms, copies of which, together with copies of the Prospectus, may be obtained during normal business hours from 9:00 a.m. on Friday, 6th October, 2006 until 12:00 noon on Wednesday, 11th October, 2006 at the Depository Counter of HKSCC at 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong. The Share Offer is conditional upon fulfillment of the conditions set out under the paragraphs headed Conditions of the Share Offer in the section headed Structure of the Share Offer in the Prospectus on or before the dates and times specified in the Prospectus, unless and to the extent that such conditions are validly waived on or before such dates and times, and in any event not later than 5:00 p.m. (Hong Kong time) on the business day immediately prior to the Listing Date on 19th October, In the event that the Share Offer does not become unconditional, the Share Offer will lapse and a press announcement will be made in the South China Morning Post (in English) and in the Hong Kong Economic Times (in Chinese). All application money received from applicants under the Public Offer will be refunded, without interest, on the terms set out under the heading Refund of your application money on the Application Forms. 4

5 Prospective investors in the Offer Shares should note that the obligations of the Underwriters may be terminated under the Underwriting Agreement by written notice given by Kim Eng Securities, after consultation with Anglo Chinese and, to the extent it is practicable to do so, the Company, upon the occurrence of any of the events set forth under Grounds for termination in the section headed Underwriting in the Prospectus at any time prior to 5:00 p.m. (Hong Kong time) on the business day immediately prior to the Listing Date. Applicants under the Public Offer should note that in no circumstances can applications be withdrawn once submitted, except where a person responsible for the Prospectus under section 40 of the Companies Ordinance gives a public notice under that section before the expiration of the fifth day after the time of the opening of the application lists (excluding any day which is a Saturday, Sunday or public holiday in Hong Kong) which excludes or limits the responsibility of that person for the Prospectus. In such event, applicants may only revoke their applications before the expiration of the said fifth day after the time of the opening of the application lists (excluding any day which is Saturday, Sunday or public holiday in Hong Kong). Copies of the Prospectus, together with the WHITE Application Forms, may be obtained during normal business hours from 9:00 a.m. on Friday, 6th October, 2006 until 12:00 noon on Wednesday, 11th October, 2006 from: 1. Anglo Chinese Corporate Finance, Limited, 40th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong; 2. Kim Eng Securities (Hong Kong) Limited, Level 30, Three Pacific Place, 1 Queen s Road East, Hong Kong; 3. Evolution Watterson Securities Limited, 5th Floor, 8 Queen s Road Central, Hong Kong; 4. China Merchants Securities (HK) Co., Limited, 48/F One Exchange Square, 8 Connaught Place, Central, Hong Kong; 5. First Shanghai Securities Limited, 19th Floor, Wing On House, 71 Des Voeux Road Central, Hong Kong; 6. Taiwan Securities (Hong Kong) Company Limited, Rm , 13/F, Tower II, Admiralty Centre, 18 Harcourt Road, Hong Kong 7. VC Brokerage Limited, 28th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong; and 8. any of the following branches of Standard Chartered Bank (Hong Kong) Limited: Hong Kong Island : 88 Des Voeux Road 88 Des Voeux Road Central Central Central Shop No. 16 G/F and Lower G/F New World Tower Queen s Road Central Central Des Voeux Road Branch Standard Chartered Bank Building 4-4A, Des Voeux Road Central Central 5

6 Hennessy Road Branch Leighton Centre Branch Quarry Bay Branch 399 Hennessy Road Wanchai Shop 12-16, UG/F Leighton Centre 77 Leighton Road Causeway Bay G/F, Westlands Gardens 1027 King s Road Quarry Bay Kowloon : Yaumati Branch Nathan Road, Yaumati Tsimshatsui Branch G/F, 10 Granville Road, Tsimshatsui Cheung Sha Wan Branch 828 Cheung Sha Wan Road, Cheung Sha Wan Kwun Tong Branch Fu Yan Street, Kwun Tong New Territories : Tsuen Wan Branch Shop C G/F & 1/F, Jade Plaza, No. 298 Sha Tsui Road, Tsuen Wan Completed WHITE and YELLOW Application Forms (to which cheques or banker s cashier orders should be securely stapled, with payment in Hong Kong dollars for the full amount payable on application and made payable to HORSFORD NOMINEES LIMITED NAGACORP PUBLIC OFFER ) should be deposited in the special collection boxes provided at any of the branches of Standard Chartered Bank (Hong Kong) Limited referred to above on the following dates during the following times: Friday, 6th October, 2006 : 9:00 a.m. to 4:30 p.m. Monday, 9th October, 2006 : 9:00 a.m. to 4:30 p.m. Tuesday, 10th October, 2006 : 9:00 a.m. to 4:30 p.m. Wednesday, 11th October, 2006 : 9:00 a.m. to 12:00 noon The application lists of the Public Offer will open from 11:45 a.m. (Hong Kong time) to 12:00 noon (Hong Kong time) on 11th October, Subject to the terms and conditions set out in the Prospectus and the Application Forms, completed WHITE and YELLOW Application Forms (with payment attached) must be received no later than 12:00 noon on Wednesday, 11th October, 2006 or such later date as may apply in the case of a tropical cyclone warning signal number 8 or above or a black rainstorm warning being in force in Hong Kong as described under Effect of bad weather on the opening of the application lists in the section headed How to apply for Public Offer Shares in the Prospectus. 6

7 If an application is rejected, not accepted or accepted in part only or the conditions of the Share Offer described under the paragraph headed Conditions of the Share Offer in the section headed Structure of the Share Offer in the Prospectus are not fulfilled in accordance with their terms or if any application is revoked or any allotment pursuant thereto has become void, the application money, or the appropriate portion thereof, together with the related brokerage fee, Stock Exchange trading fee and SFC transaction levy will be refunded WITHOUT INTEREST. It is intended that efforts will be made to avoid any undue delay in refunding application money where appropriate. All refunds will be made by cheque(s) crossed Account payee only and made out to you or, if you are joint applicants, to the first-named applicant on your Application Form on the terms set out under the section headed Refund of your application money on the relevant Application Forms. If you have applied for 1,000,000 Public Offer Shares or more on a WHITE Application Form and have indicated on your Application Form that you will collect your Share certificate(s) and/or refund cheque(s) (if any) in person, you may collect the same in person from the Company s Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at Shops , 17th Floor, Hopewell Centre, 183 Queen s Road East, Wanchai, Hong Kong between 9:00 a.m. and 1:00 p.m. on 18th October, You must show your identification documents to collect your Share certificate(s) and/or refund cheque(s) (if any). Applicants being individuals who opt for personal collection must not authorise any other person to make collection on their behalf. You must show your identification documents which must be acceptable to Computershare Hong Kong Investor Services Limited and correspond to the information contained in your Application Form to collect your Share certificate(s) and/or refund cheque(s) (if any). Applicants being corporations which opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporation stamped with the corporation s chop. Their authorised representatives must produce at the time of collection evidence of identity acceptable to Computershare Hong Kong Investor Services Limited. If you do not collect your Share certificate(s) and/or refund cheque(s) (if any) within the time specified, the same will be sent to the address stated on your Application Form shortly after 1:00 p.m. on 18th October, 2006 by ordinary post and at your own risk. If you have applied for 1,000,000 Public Offer Shares or more and have not indicated on your Application Form that you will collect your Share certificate(s) and/or refund cheque(s) (if any), or if you have applied for less than 1,000,000 Public Offer Shares, then your Share certificate(s) and/or refund cheque(s) (if any) will be sent to the address stated on your Application Form by ordinary post and at your own risk on 18th October, No receipt will be issued for application money paid. The Company will not issue temporary evidence of title. For further details, please refer to the section headed How to apply for public offer shares in the Prospectus. If you have applied for the Public Offer Shares on a YELLOW Application Form and your application is wholly or partially successful, your Share certificate(s) will be issued in the name of HKSCC Nominees Limited and deposited into CCASS for credit to your investor participant stock account or the stock account of your designated CCASS participant as indicated by you in the Application Form on 18th October, 2006, or under contingent situation, on any other date as shall be determined by HKSCC or HKSCC Nominees Limited. You should check the number of Public Offer Shares allotted to you with your designated CCASS participant, if you are applying through a designated CCASS participant, or in the announcement to be published by the Company on 18th October, 2006 and report any discrepancies to HKSCC before 5:00 p.m. on 18th October, 2006 or such date as shall be determined by HKSCC or HKSCC Nominees Limited. Immediately after the credit of the 7

8 Public Offer Shares to your stock account, you can also check your new account balance via the CCASS Phone System and CCASS Internet System. For CCASS investor participants, HKSCC will also make available to you an activity statement showing the number of the Public Offer Shares credited to your investor participant stock account. For further details, please refer to the section headed How to apply for public offer shares in the Prospectus. If you have applied for 1,000,000 Public Offer Shares or more on a YELLOW Application Form and have indicated on your Application Form that you will collect your refund cheque(s) (if any) in person, please follow the instructions for collection of refund cheque(s) as set out in relation to the WHITE Application Form above. For further details, please refer to the section headed How to apply for public offer shares in the Prospectus. The Offer Price, the level of indication of interest in the Placing, the results of applications and the basis of allocation of Shares under the Public Offer, and the number of Shares, if any, reallocated between the Placing and the Public Offer will be announced in the South China Morning Post (in English) and the Hong Kong Economic Times (in Chinese) on 18th October, The Share certificates will only become valid evidence of title if the Public Offer has become unconditional and the Underwriting Agreement has not been terminated in accordance with its terms. As at the date of this announcement, the directors of the Company are: Executive Directors Tan Sri Dr Chen Lip Keong, David Martin Hodson, Tian Toh Seng, Lee Wing Fatt, Lew Shiong Loon, Monica Lam Yi Lin and John Pius Shuman Chong Independent Non-executive Directors Timothy Patrick McNally, Tun Dato Seri Abdul Hamid Bin Haji Omar, Wong Choi Kay and Zhou Lian Ji By order of the Board NagaCorp Ltd. Timothy Patrick McNally Chairman Hong Kong, 6th October, 2006 * For identification purposes only Please also refer to the published version of this announcement in South China Morning Post. 8